Market Simplified Unlisted Shares Annual Reports

Market Simplified Unlisted Shares

Market Simplified India Limited's 23rd Annual Report (2022-23) outlines the company's performance and upcoming Annual General Meeting. **Corporate Information:** * **Board of Directors:** * Mr. Vinoth (Whole Time Director) * Mr. Venkatraman Sankar (Non-Executive & Independent Director) * Mrs. Sandhya Venkatesan (Non-Executive & Independent Director) * Mr. Kamakoti Dhandapani (Non-Executive Director) * **Auditors:** M/s. VBS and Associates, Chartered Accountants. * **Registrar and Share Transfer Agent:** BTS Consultancy Services Private Limited. * **Registered Office:** Chennai. * **Banker:** ICICI Bank Limited. **Notice of Annual General Meeting (AGM):** * The 23rd AGM will be held on Wednesday, September 27, 2023, at 10:00 AM (IST) via Video Conferencing / Other Audio-Visual Means. * **Ordinary Business:** * Adoption of Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2023, and reports of the Board of Directors and Auditors. * **Special Business:** * Re-appointment of Mr. Kamakoti Dhandapani as Director. * Re-appointment of Mrs. Sandhya Venkatesan as Director (Non-Executive and Independent). **Notes Regarding the AGM:** * An Explanatory Statement related to the Special Business (Item Nos. 2 and 3) is annexed. * In compliance with MCA Circulars, the AGM is being held through VC / OAVM facility. * There are no Directors who are liable to retire by rotation as at the date of this AGM * The deemed venue for the AGM will be the place from where the Chairman conducts the proceedings of the AGM. * Notice of AGM along with the Annual Report for FY 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered. * The facility for appointment of proxies by the members will not be available for this AGM and hence, the proxy form, attendance slip and route map of AGM are not annexed to this notice. * Only registered members of the Company may attend and vote at the AGM through VC/OAVM facility. * Members can join the AGM in the VC/OAVM mode at least 15 minutes before and till 15 minutes after the scheduled time. * Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address. **Section B – Updation of record and queries on Annual Report** * Members are requested to direct notifications about change of name / address, email address, telephone/ mobile numbers, Permanent Account Number, Nomination, Power of Attorney, Bank Account Details or any other information to their respective depositary participant(s) (DP) in case the shares are held in electronic mode or to BTS Consultancy Services Private Limited * SEBI has mandated furnishing of PAN, KYC details and Nomination / opt out of Nomination, by holders of physical securities. The timeline provided by SEBI to furnish / update the above details was 31st March, 2023, which has now been extended till 30th September, 2023. Folios wherein any one of the above mentioned details are not registered by 1st October, 2023 shall be frozen. The concerned members are therefore urged to furnish PAN, KYC and Nomination/ opt out of Nomination by submitting the prescribed forms duly filled and signed by sending a physical copy of the prescribed forms to BTS Consultancy Services Private Limited, Unit: Market Simplified India Limited. **Section C - Updation of record and queries on Annual Report** * Remote e-Voting is enabled. The company has partnered with Central Depository Services (India) Limited (CDSL) for electronic voting. * The cut-off date is Wednesday, September 20, 2023, for determining eligibility for remote e-voting and e-voting at the AGM. * The remote e-voting period begins on Friday, September 22, 2023, and ends on Tuesday, September 26, 2023. **Instructions for e-Voting and Virtual Meetings:** * Shareholders are advised to update their mobile number and email ID with their DPs in order to access e-voting facility. **Details of Directors proposed to be re-appointed:** * Mr. Kamakoti Dhandapani shall be re-appointed as Director (Non-Executive), liable to retire by rotation. * Mrs. Sandhya Venkatesan shall be re-appointed as Director (Non-Executive & Independent), not liable to retire by rotation. **Explanatory Statement Regarding Special Business:** * The Board recommends the re-appointment of Mr. Kamakoti Dhandapani and Mrs. Sandhya Venkatesan, citing their desirable presence and beneficial contributions to the company. **Directors' Report Summary:** * **Financial Performance (FY23):** * Standalone Income from Operations (Net): ₹4,736.16 Lakhs (vs. ₹4,215.26 Lakhs in FY22) * Consolidated Income from Operations (Net): ₹4,831.99 Lakhs (vs. ₹4,306.13 Lakhs in FY22) * Standalone Profit after Tax (PAT): ₹141.34 Lakhs (vs. ₹301.88 Lakhs in FY22) * Consolidated Profit after Tax (PAT): ₹159.27 Lakhs (vs. ₹328.90 Lakhs in FY22) * Basic & Diluted Earnings Per Share (*): ₹0.73 (vs ₹2.00 in FY22) * **Business Operations:** The company has evolved into a brand synonymous with Financial Innovations digitally. * **Dividend:** No dividend is recommended for FY23. * **Reserves:** No amount is transferred to General Reserves. * **Fixed Deposits:** No deposits were invited or accepted from the public. * **Share Capital:** As of March 31, 2023, the Authorised Share Capital of your Company stood at 100,00,00,000/- (Rupees One Hundred Crores only). The Paid-Up Capital of your company stood at 21,38,92,390/-(Rupees Twenty One Crores Thirty Eight Lakhs Ninety Two Thousand Three Hundred and Ninety Only) **Directors and Key Managerial Personnel (KMPs) Changes:** * Mr. Mahadevan Onbathuveli Sivaram (Director) passed away on January 9, 2023. * Mr. Parthasarathy Sriram (CFO) resigned effective March 31, 2023. * Mrs. P A Saraswathy was appointed as Whole-Time Company Secretary effective November 1, 2022. * Mr. Vinoth Gopalan was appointed as Chief Financial Officer (CFO) of the Company with effect from 01st April, 2023. * Mr. Venkat Rangan was re-appointed as Chief Executive Officer of the Company with effect from 30th March, 2023. **Declaration by Independent Directors:** * The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act. **Board and Committee Meetings:** * Eleven (11) Board Meetings were held during the period under review. **Board Committees:** * The three mandatory committees are: Audit Committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee. **Statutory Auditors:** * VBS & Associates were appointed as Statutory Auditors for a 5-year term in the AGM held in year 2022. **Directors' Responsibility Statement:** Confirms adherence to accounting standards, maintenance of records, going concern basis, and internal financial controls. **Compliance with Secretarial Standards:** Directors confirm compliance with applicable Secretarial Standards issued by ICSI. **Prevention of Sexual Harassment at Workplace:** The Company has a zero tolerance policy and has set up Internal Complaints Committees (ICCs) for each workplace. **Report on the Audit of the Standalone Financial Statements:** The Standalone financial statements give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, its profit and its cash flows for the year ended on that date. **Report on the Internal Financial Controls with Reference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act"):** the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. **Annexures:** * The report includes several annexures providing detailed information on financial statements, related party transactions, and other disclosures.

Market Simplified Unlisted Shares

`MARKET SIMPLIFIED INDIA LIMITED Standalone Financial Statements Summary (Financial year 2020-2021)` **I. General Company Information:** * **Company Name:** MARKET SIMPLIFIED INDIA LIMITED. * **Corporate Identity Number (CIN):** U72900TN2000PLC045869. * **Permanent Account Number (PAN):** AAACI7341F. * **Registered Office Address:** 13th Floor, Zenith Building, Ascendas International Tech Park, CSIR Road, Taramani, Chennai TN 600113 IN. * **Industry Type:** Commercial and Industrial. * **Registration Date:** 09/10/2000. * **Category:** Company limited by Shares/Non-govt company. * **Listed Company:** No. * **Number of Employees (Year-End):** 243. * **Sustainability Report Published:** No. * **Board Approval of Final Accounts:** 30/11/2021. * **Reporting Period:** 01/04/2020 to 31/03/2021 (comparative: 01/04/2019 to 31/03/2020). * **Report Nature:** Standalone. * **Content:** Financial Statements. * **Presentation Currency:** INR (Indian Rupees). * **Level of Rounding:** Actual. * **Cash Flow Statement Type:** Indirect Method. * **Electronic Maintenance of Records:** Yes. * **Computer Server Location:** 13th Floor, Zenith Building, Ascendas International Tech Park, CSIR Road, Taramani, Chennai TN 600113 IN. * **City:** Chennai * **State/Union Territory:** Tamil Nadu * **Pin Code:** 600113 * **District:** Chennai * **ISO Country Code:** IN * **Country:** INDIA * **Phone:** 04461703090 **II. Principal Products/Services:** * **Product/Service Category (ITC 4 digit):** 6312 (Web Portals). * **Description of Product/Service Category:** WEB PORTALS * **Turnover of Category:** 34,13,15,480 INR. * **Highest Turnover Contributing Product/Service (ITC 8 digit):** 63122000 (Operation of other websites that act as portals to the Internet, such as media). * **Description of Highest Turnover Product/Service:** Operation of other websites that act as portals to the Internet, such as media. * **Turnover of Highest Contributing Product/Service:** 34,13,15,480 INR. **III. Directors' Report:** * **Directors Signing Board Report:** * VENKATRAMAN SANKAR (Director, DIN: 03562649). * VINOTH KUMAR KRISHNA NITTALA (Wholetime Director, DIN: 08880293). * **Signing Date:** 30/11/2021. * **Other Disclosures in Director's Report:** This section indicates various disclosures included in the director's report, including: * State of company affairs * Proposed amounts to reserves * Amount recommended to be paid as dividend * Energy conservation * Technology absorption * Foreign exchange earnings and outgo * Director’s responsibility statement * Material changes and commitments affecting financial position * Loans, guarantee investment under section 186 * Related party transactions under section 188(1) * Evaluation of board performance * Extract of annual return under section 92(3) * Changes in promoter shareholding * Shareholding pattern of directors and key management personnel * Declaration by independent directors under section 149(6) * Information on directors appointment and remuneration under section 178(1) * Risk management policy * CSR initiatives * Financial summary or highlights * Changes in nature of business * Appointment or resignation of directors or key managerial personnel * Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies * Details relating to deposits * Significant and material orders * Adequacy of internal financial controls * Contents of corporate social responsibility policy * Appointment and remuneration of managerial personnel * Details of comparison of remuneration of key managerial personnel against performance of company * Variations in market capitalisation of company * Average percentile increase in salaries of employees * Comparison of remuneration of key managerial personnels against performance of company * Key parameters for any variable component of remuneration availed by directors * Details of employees of company under rule 5(2) and (3) of companies appointment and remuneration of managerial personnels rules 2014 * Issue of sweat equity shares * Voting rights not exercised directly by employees * Equity shares with differential rights * Composition of audit committee * Establishment of vigil mechanism * Policy formulated by nomination and remuneration committee * Facts of resignation of director * Report concerns about unethical behaviour * Employee stock option scheme * Employee stock purchase scheme * All these items are specified as "As Per Director Report Notes Attached" **IV. Auditor's Report:** * **Auditor Firm:** V B S & ASSOCIATES. * **Auditor Signing Report:** VARADHACHARI AMMANGI BALAJI. * **Firm Registration Number:** 015070S. * **Membership Number:** 203390. * **Auditor Address:** 7/17, thiyagaraya street, T.Nagar, Chennai 600017 * **Auditor PAN:** AANFV2173N. * **SRN of form ADT-1:** Z99999999. * **Report Signing Dates:** 30/11/2021 (Audit report and Balance sheet). * **Details of auditor's qualifications, reservations, or adverse remarks are in report:** * Relating to fixed assets * Quantitative details of fixed assets * Physical verification and material discrepancies of fixed assets * Title deeds of immovable properties * Relating to inventories * Relating to loans * Loans granted to parties covered under section 189 * Terms and conditions of loans granted * Receipt of loans granted * Terms of recovery of loans granted * Compliance with Section 185 and 186 of Companies Act, 2013 * Relating to deposits accepted * Maintenance of cost records * Relating to statutory dues * Regularity in payment of undisputed statutory dues * Disputed statutory dues * Relating to default in repayment of financial dues * Relating to public offer and term loans used for purpose for which those were raised * Relating to fraud by the company or on the company by its officers or its employees reported during period * Relating to managerial remuneration * Relating to Nidhi Company * Relating to transactions with related parties * Relating to preferential allotment or private placement of shares or convertible debentures * Relating to non-cash transactions with directors or persons connected with him * Relating to registration under section 45-IA of Reserve Bank of India Act, 1934 * All these items are specified as "As Per Auditor Report Attached" * **Whether companies auditors report order is applicable on company:** Yes * **Whether auditors' report has been qualified or has any reservations or contains adverse remarks:** No **V. Secretarial Audit Report:** * **Applicability:** No secretarial audit report is applicable on the company. **VI. Balance Sheet Summary (as of 31/03/2021, with comparatives):** * **Equity and Liabilities:** * **Shareholders' Funds:** * Share Capital: 15,01,73,640 INR (same as previous years). * Reserves and Surplus: 4,29,50,291 INR (2,13,76,881 INR in 2020). * Total Shareholders' Funds: 19,31,23,931 INR (17,15,50,521 INR in 2020). * **Non-Current Liabilities:** * Long-Term Borrowings: 0 INR. * Other Long-Term Liabilities: 0 INR. * Long-Term Provisions: 1,66,55,133 INR (1,12,32,378 INR in 2020). * Total Non-Current Liabilities: 1,66,55,133 INR (1,12,32,378 INR in 2020). * **Current Liabilities:** * Short-Term Borrowings: 1,45,77,177 INR (72,11,902 INR in 2020). * Trade Payables: 1,28,17,782 INR (19,21,287 INR in 2020). * Other Current Liabilities: 3,16,03,687 INR (2,29,97,746 INR in 2020). * Short-Term Provisions: 15,69,336 INR (43,13,607 INR in 2020). * Total Current Liabilities: 6,05,67,982 INR (3,64,44,542 INR in 2020). * **Total Equity and Liabilities:** 27,03,47,046 INR (21,92,27,441 INR in 2020). * **Assets:** * **Non-Current Assets:** * Tangible Assets: 1,14,56,677 INR (1,16,82,829 INR in 2020). * Intangible Assets: 1,97,00,239 INR (3,71,73,211 INR in 2020). * Intangible Assets under Development: 3,80,69,109 INR (2,92,67,592 INR in 2020). * Total Fixed Assets: 6,92,26,025 INR (7,81,23,632 INR in 2020). * Non-Current Investments: 1,26,345 INR (same as previous year). * Long-Term Loans and Advances: 2,12,68,600 INR (1,85,14,000 INR in 2020). * Total Non-Current Assets: 9,06,20,970 INR (9,67,63,977 INR in 2020). * **Current Assets:** * Current Investments: 0 INR. * Inventories: 0 INR. * Trade Receivables: 6,28,16,215 INR (3,89,85,299 INR in 2020). * Cash and Bank Balances: 1,42,60,171 INR (1,03,70,881 INR in 2020). * Short-Term Loans and Advances: 8,13,82,840 INR (5,15,63,434 INR in 2020). * Other Current Assets: 2,12,66,850 INR (2,15,43,850 INR in 2020). * Total Current Assets: 17,97,26,076 INR (12,24,63,464 INR in 2020). * **Total Assets:** 27,03,47,046 INR (21,92,27,441 INR in 2020). **VII. Signatories of Financial Statements:** * VENKATRAMAN SANKAR (Director, DIN: 03562649). * VINOTH KUMAR KRISHNA NITTALA (Wholetime Director, DIN: 08880293). * **Signing Date:** 30/11/2021. **VIII. Cash Flow Statement (Indirect Method):** * **Profit Before Tax:** 2,98,88,349 INR (3,76,55,974 INR in 2020). * **Adjustments for Depreciation and Amortization:** 2,45,73,898 INR (2,01,87,881 INR in 2020). * **Net Cash Flows from Operating Activities:** 1,23,42,016 INR (2,15,90,402 INR in 2020). * **Net Cash Flows from Investing Activities:** -1,49,45,641 INR (-66,89,724 INR in 2020). * **Net Cash Flows from Financing Activities:** 64,92,915 INR (-84,72,874 INR in 2020). * **Net Increase (Decrease) in Cash and Cash Equivalents:** 38,89,290 INR (64,27,804 INR in 2020). * **Cash and Cash Equivalents at End of Period:** 1,42,60,171 INR (1,03,70,881 INR in 2020). **IX. Share Capital:** * **Authorized Share Capital:** 2,00,00,000 shares valued at 20,00,00,000 INR. * **Issued, Subscribed & Paid-Up Capital:** 1,50,17,364 shares valued at 15,01,73,640 INR. * **Details of Shareholders:** * NSE INVESTMENTS LIMITED: 30.00% * INDUSAGE MANAGEMENT SERVICES PRIVATE LIMITED: 15.50% * G Venkat Rangan: 14.70% * Kumar Krishna Nittala: 6.80% * **No shares were issued during the period.** **X. Reserves and Surplus:** * **Reserves and Surplus at End of Period:** 4,29,50,291 INR (2,13,76,881 INR in 2020). * Securities Premium Account is at 0 INR * **Changes in Reserves:** * Profit (loss) for period : 2,15,73,410 INR **XI. Borrowings:** * **Short-Term Borrowings:** * Secured: 1,39,92,287 INR. * Unsecured: 5,84,890 INR (71,45,770 INR in 2020). **XII. Tangible Assets:** * **Gross Carrying Amount:** 6,65,63,198 INR (5,96,88,425 INR in 2020). * **Depreciation:** 71,00,926 INR. * **Tangible Assets at End of Period:** 1,14,56,677 INR (1,16,82,829 INR in 2020). **XIII. Intangible Assets:** * **Gross Carrying Amount:** 22,34,62,690 INR (22,34,62,690 INR in 2020). * **Amortization:** 1,74,72,972 INR. * **Intangible Assets at End of Period:** 1,97,00,239 INR (3,71,73,211 INR in 2020). **XIV. Non-Current Investments:** * Unquoted : INR 1,26,345 **XV. Provisions:** * **Long-Term Provisions:** 1,66,55,133 INR (1,12,32,378 INR in 2020). * Employee Benefits (Gratuity and Leave Encashment). * **Short-Term Provisions:** 15,69,336 INR (43,13,607 INR in 2020). * Employee Benefits (Gratuity and Leave Encashment). **XVI. Loans and Advances:** * **Long-Term Loans and Advances:** 2,12,68,600 INR (1,85,14,000 INR in 2020). * **Short-Term Loans and Advances:** 8,13,82,840 INR (5,15,63,434 INR in 2020). * Unsecured * **Prepaid Expenses:** * Unsecured considered good - 17,28,393 INR (22,88,761 INR in 2020). * **Advance Income Tax:** * Unsecured considered good - 3,18,72,400 INR (4,92,74,673 INR in 2020). **XVII. Trade Receivables:** * **Trade Receivables (Gross):** 6,28,16,215 INR (3,89,85,299 INR in 2020). **XVIII. Other Current Assets:** * **Unbilled revenue:** 2,12,66,850 INR (2,15,43,850 INR in 2020). **XIX. Cash and Bank Balances:** * **Total Cash and Bank Balances:** 1,42,60,171 INR (1,03,70,881 INR in 2020). **XX. Revenue:** * **Revenue from Operations:** 34,13,15,480 INR (31,28,87,926 INR in 2020). * Revenue from Services: 34,13,15,480 INR (31,28,87,926 INR in 2020). * **Other Income:** 7,30,650 INR (24,84,318 INR in 2020). **XXI. Profit and Loss:** * **Profit Before Tax:** 2,98,88,349 INR (3,76,55,974 INR in 2020). * **Tax Expense:** 83,14,939 INR. * **Profit for the Period:** 2,15,73,410 INR (3,76,55,974 INR in 2020). * **Basic/Diluted Earnings Per Share:** 1.44 INR (2.51 INR in 2020). **XXII. Employee Benefits Expense:** * 17,15,21,289 INR (16,24,03,261 INR in 2020). **XXIII. Related Party Disclosures:** * Disclosures are provided as per accounting standards. **XXIV. Subsidiary Information:** * Subsidiary is Market Simplified Inc. * Country of Incorporation: United States * Percentage of Shareholding: 100.00% **XXV. Corporate Social Responsibility (CSR):** * Provisions of CSR are not applicable to the company.